Charlevoix Facility Sample Clauses

Charlevoix Facility. 63 ARTICLE VI RESERVED
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Charlevoix Facility. With respect to the facility and real property of Sellers located at 6342 Ferry Avenue, Charlevoix, Michigan 49720 (the "Chaxxxxxxx Xxxxxxxx"), xx xxxxxxxx xx xxx xx xx way diminishing Sellers' obligations to cooperate after Closing, as set forth in Section 5.11 hereof, or Sellers' indemnification obligations as set forth in Sections 10.01 and 10.02 hereof, Sellers or their designated representatives, agents and consultants shall conduct and conclude, to the satisfaction of Purchaser, the following activities (which activities shall be at Purchaser's expense to the extent assumed pursuant to Section 2.03(a)(iv), and thereafter at Parent and Sellers' expense): (i) overseeing the groundwater monitoring project at the Charlevoix Facility, including any follow-up sampling of tetrachloroethylene or any other Hazardous Substance, until groundwater sampling sufficient to satisfy all requirements of the Michigan Department of Natural Resources ("MDNR") has been conducted and MDNR has approved the termination of such groundwater sampling, (ii) negotiating with MDNR concerning groundwater sampling and removal of the Charlevoix Facility from the so-called 307 List and (iii) obtaining a no further action letter and any other closure documentation necessary from MDNR to signify that the remediation of the site is complete and the Charlevoix Facility will no longer be considered for inclusion on the so-called 307 List as the result of any pre-Closing conditions. In conducting these activities, Sellers shall consult with Purchaser's representatives, including, but not limited to, the plant manager of the Charlevoix Facility and any other personnel whom Purchaser may designate in its reasonable discretion, and Parent and Sellers shall not, and shall not permit their representatives, agents and consultants to, without the prior written consent (which consent shall not be unreasonably withheld) of Purchaser, make any filings with, or transmit any material correspondence to, any Governmental Entity. To the extent the activities listed above are performed at the expense of Purchaser, Purchaser shall reimburse Parent or Sellers for its out-of-pocket expenses within 30 days following receipt of appropriate documentation of such expenses.
Sample 1

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